Terms of Service
Last Revised on September 22, 2019
Welcome to the Terms of Service (“Terms”) for the Dewpoint websites condensates.com and dewpointx.com (the “Websites”) provided by Dewpoint Therapeutics, Inc. (“COMPANY,”“we,” “Dewpoint” or “us”).
These Terms govern your use of and access to the Websites and all content, applications, services, tools and features provided by us, in connection with the Websites (collectively, the “Services”). Please read these Terms carefully, as they include important information about your legal rights.
By using or accessing the Services, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a companyor other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of such entity with the authority to bind such entity to these Terms, and (b) you agree to these Terms on such entity’s behalf.
Please note that Section 10 contains an arbitration clause and classification waiver. By agreeing to the Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt out of arbitration as explained in Section 10.
1. WHO MAY USE THE SERVICES
Minimum Age. You must be 18 years of age or older to use our Services. Dewpoint makes no representation that the information on the Services is appropriate or available for use in other locations, and access to the Dewpoint Servicesfrom territories where the content of the Dewpoint Servicesmay be illegal is prohibited. Minors under the age of 18 but who are at least 13 years of age are only permitted to use our Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 13 are not permitted to use the Services. By using the Services, you represent and warrant that you meet all of these requirements.
2. USER ACCOUNTS
2.1 Creating and Safeguarding Your Account. To use certain of the features provided on the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account by logging in at dewpointx.com. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at 617-914-8448 or firstname.lastname@example.org. if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
4. RIGHTS WE GRANT YOU
4.1 Use of the Services. Subject to your compliance with these Terms, Dewpoint hereby grants to you a limited right to access the Services and view the content provided to you as part of the Services for your personal, non-commercial informational purposes. Except as expressly provided in these Terms, nothing contained in the Services grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright or other intellectual property of Dewpoint or any third party. Unauthorized use of any Dewpoint trademark, service mark, logo, design, animation, page header, button icon or script may be a violation of federal and state trademark laws.
4.2 Restrictions On Your Use of the Services. You may not do any of the following, unless laws prohibit these restrictions or you have our express written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any content contained on, or obtained from or through, the Services, including any text, images, audio or video;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or throughthe Services;
(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) use the Services in any manner that could disable, overburden, damage, disrupt or impair the Serviceor interfere with any other party’s use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt accounts registered to other users or the Services, or the computer systems or networks connected to the Service;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
(k) use the Services for illegal, harassing, unethical or disruptive purposes;
(l) violate any applicable law or regulation in connection with your use of the Services; or
(m) use the Services in any way not expressly permitted by these Terms.
5. OWNERSHIP AND CONTENT
5.1 Ownership of the Services. The Services and its content, including their “look and feel” (e.g., text, graphics, animations, images, logos, etc.), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. Other than with respect to Your Content(as defined below), you agree that Dewpoint and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
5.2 Ownership of Trademarks. The Dewpoint name, the termDEWPOINT, the Dewpoint logo and all related names, logos, product and service names, designs and slogans are trademarks of Dewpoint or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
5.3 Ownership of Feedback. You may be able to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Dewpoint and Dewpoint may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Dewpoint any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show how, know how, moral rights and any and all other intellectual property rights) that you may have in and to any and all Feedback.
5.4 Your Content License Grant. In connection with your use of the Services, you may be able to post, upload or submit content to be made available through the Services (“Your Content”). As a condition of your use of the Services, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your Content. As part of the foregoing license grant you agree that (a) the other users of our Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services, and (b) we have the right to make any of Your Content available to third parties, so that those third parties can distribute, make derivative works of, comment on and/or analyze Your Content on other media and services (either alone or as part of a collective work); except that the foregoing (a) and (b) shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
5.5 Notice of Infringement – DMCA Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a) identification of the copyrighted work that is claimed to be infringed;
(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
(c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
(e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to: Dewpoint, Attn: Copyright Agent, 451 D Street, Suite 104, Boston, MA 02210; or by email to email@example.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter notification with us, you must provide a written communication (by regular mail or email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
6.THIRD PARTY SERVICES AND MATERIALS
6.1 Use of Third Party Materials on the Services. The Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. If you decide to access the Third Party Materials or websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services or relating to any content or applications you use or install from such site.
7.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Dewpoint, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Dewpoint Entities”) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Dewpoint Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. You understand that Dewpoint may modify, expand, reduce or terminate all or any part of the Services at any time or discontinue, change or restrict your use of the Services for any reason without notice. No advice or information, whether oral or written, obtained from the Dewpoint Entities or through the Services, will create any warranty or representation not expressly made herein. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
8. LIMITATIONS OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE DEWPOINT ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE DEWPOINT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES OR THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES. NOTWITHSTANDING THE FOREGOING LIMITATION OF LIABILITY, IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION AWARDS YOU DAMAGES, THE DEWPOINT ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF TEN U.S. DOLLARS ($10.00) OR THE AMOUNT YOU PAID DEWPOINT, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF DEWPOINTSHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By entering into these Terms and using the Services, you agree that you shall indemnify and hold the Dewpoint Entities harmless from and against any and all liabilities, costs, damages, losses and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Services; (d) Your Content; or (e) your negligence or willful misconduct.
10. ARBITRATION AND CLASS ACTION WAIVER
10.1 Informal Process First. You agree that in the event of any dispute between you and the Dewpoint Entities relating in any way to these Terms or your use of the Services, you will first contact Dewpoint and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
10.2 Agreement to Arbitrate and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy or claim (collectively, “Claim”) relating in any way to these Terms or your use of the Services, will be resolved by arbitration. You and Dewpoint agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Dewpoint are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Dewpoint will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your Claim in a “small claims” court, but only if your Claim qualifies, your Claim remains in such court and your Claim remains on an individual, non-representative and non-class basis. An arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
10.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your Claim does not exceed $10,000, Dewpoint will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your Claim or the relief sought was frivolous or brought for an improper purpose.
10.4 Opt Out. You have the right to opt out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt out to firstname.lastname@example.org or to the U.S. mailing address listed at the bottom of these Terms. The notice must be sent to Dewpoint within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, Dewpoint also will not be bound by them.
11. ADDITIONAL PROVISIONS
11.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Services. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of theServices after the modifications have become effective will be deemed your acceptance of the modified Terms.
11.2 Termination of License and Your Account.If you breach any of the terms of these Terms, all licenses granted by Dewpoint will terminate automatically. Additionally, Dewpoint may suspend, disable or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Dewpoint deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Dewpoint may, but is not obligated to, delete any of Your Content. Dewpoint shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Dewpoint or you. Termination will not limit any of Dewpoint’s other rights or remedies at law or in equity.
11.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Dewpoint for which monetary damages would not be an adequate remedy and Dewpoint shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
11.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
11.5 U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
11.6 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by Dewpoint hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
11.7 Severability. If any provision of these Terms, in full or in part, shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
11.8 Miscellaneous. These Terms and the licenses granted hereunder may be assigned by Dewpoint but may not be assigned by you without the prior express written consent of Dewpoint. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services is operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. The Terms are governed by the laws of the Commonwealth of Massachusetts and with respect to arbitration by the JAMS Rules, without regard to conflict of laws rules. Except as otherwise expressly provided in these Terms, all arbitration and other litigation of any dispute between you and Dewpoint related to these Terms shall be located in Massachusetts.
How to Contact Us. You may contact us regarding the Services or these Terms at: Dewpoint, 6 Tide Street, Suite 300, Boston, MA 02210; by phone at 617-914-8448; or by e-mail at email@example.com